Indemnity Claim. To the fullest extent permitted by law, the parties will indemnify each other from any claim, loss, cost, suit, judgment, damage, or expense, including reasonably incurred legal fees and costs caused by, in whole or in part, (i) any violation of the other party’s obligations hereunder or (ii) due to such party’s negligence or willful misconduct.
Indemnity Claim. Notwithstanding the foregoing, any claim arising out of any representation, warranty or covenant that would otherwise terminate in accordance with subsections (a) or (b) above will continue to survive, if notice for indemnity (as detailed below) based in whole or in part thereon shall have been timely given under this Article XII on or prior to such termination date, until such claim for indemnification has been satisfied or otherwise finally resolved.
Indemnity Claim. Within thirty (30) days after the occurrence of an Hitachi Related Indemnity Event, but in any event prior to the Hitachi Escrow Termination Date (as hereinafter defined), Intek shall give notice (the "Indemnity Notice") to Midland and Escrow Agent specifying in reasonable detail the occurrence of such Hitachi Related Indemnity Event and the nature and dollar amount of Losses incurred by Intek resulting from the occurrence of such Hitachi Related Indemnity Event (a "Claim"); PROVIDED, HOWEVER, that Intek shall not be entitled to reimbursement or indemnity for Claims hereunder except to the extent that such Claims, in the aggregate:
Indemnity Claim. If there is a claim against the Licensee where indemnity is required under this License, indemnity is contingent upon the following: (a) Licensee must promptly notify Licensor of the claim in writing and immediately turn it over to Licensor who shall cooperate with the Ohio Attorney General in mounting a defense; (b) Licensor’s cooperation with the Ohio Attorney General in the defense and settlement of the claim; provided that Licensor cannot settle any claim that requires an admission of liability or imposes any obligation on Licensee without Licensee’s written consent; and (c) Licensee must provide reasonable assistance to Licensor on request at Licensor’s expense. If there is a claim against the Licensor where responsibility is required under this License, responsibility is contingent upon the following: (a) Licensor must promptly notify Licensee of the claim in writing and immediately turn it over to Licensee; (b) Licensor cooperates with Licensee as represented by the Ohio Attorney General in the defense and settlement of the claim; provided that Licensee cannot settle any claim that requires an admission of liability or imposes any obligation on Licensor without Licensor’s written consent; and (c) Licensor must provide reasonable assistance to Licensee on request at Licensee’s expense.
Indemnity Claim. If a third party makes a claim or demand or brings any proceeding or action against the Supplier in respect of which the Distributor must indemnify the Supplier under clause 18.3 (Indemnity Claim): the Supplier must promptly give the Distributor notice; the Distributor must promptly admit its liability under clause 18.3; and the Supplier must promptly give any assistance reasonably requested by the Distributor in relation to the Indemnity Claim.
Indemnity Claim. (a) Parent, acting through the Committee may make a claim for indemnification pursuant to Article VIII of the Merger Agreement or a claim for expenses incurred by the Representative and paid by Parent in accordance with Section 8.6 of the Merger Agreement (“Indemnity Claim”) against the Holdback Escrowed Shares Fund by giving notice (a “Notice”) to the Representative (with a copy to the Escrow Agent) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Merger Agreement which it asserts has been breached or otherwise entitles Parent to indemnification, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether the Loss resulting from the Indemnity Claim may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance. The Committee also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Representative.
Indemnity Claim. After the Closing, the Purchaser, the Seller and DSI shall promptly give notice to each other after either of them obtains knowledge of any claim, obligation, liability or action for which indemnification may be sought hereunder or prompt written notice of the commencement of any legal proceeding for which indemnification may be sought hereunder, whichever occurs first, provided that the failure to give such notice shall not adversely affect any right of indemnification under the Agreement absent any material prejudice to the rights of the indemnifying party. The indemnifying party shall be entitled to control the defense of any such legal proceeding, retain counsel reasonably satisfactory to the indemnified party, at the sole expense of the indemnifying party, and the indemnified party shall cooperate with the indemnifying party in the defense of such claim and shall have the right, but not the obligation, to participate in the defense at its own expense. If the indemnifying party elects not to direct such defense, the indemnified party shall have the right, at its own discretion, to direct such defense at the indemnifying party's sole expense. The indemnifying party shall have the right to compromise or settle (for money damages only), with the indemnified party's prior written approval, any claim or litigation regarding which it is required to indemnify. If the indemnified party refuses to approve any compromise or settlement recommended by the indemnifying party which would have concluded such claim or litigation but for the indemnified party's failure to give approval, the indemnifying party's liability to the indemnified party hereunder with respect to such claim or litigation shall not exceed the amount which the indemnifying party would have paid pursuant to the proposed compromise or settlement.
Indemnity Claim. Indemnity Claim" shall have the meaning set forth in Section 9.5 hereof.
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Indemnity Claim. Seller and the Company have taken all necessary and appropriate actions to preserve any and all rights to indemnification in their favor pursuant to clause (ii) of Section 12.2 of the purchase and sale agreement dated July 15, 1999 between Ocean Energy, Inc. and Seller, as amended. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect the entitlement of the Company to receive indemnification under such agreement.
